Common use of Risk Participation Clause in Contracts

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders shall purchase from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than those relating to the Canadian Liabilities or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Canadian Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Canadian Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities or the Other Domestic Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 8.16 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 8.16, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 8.16 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 Section 8.16 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Credit Party may have at any time against any of the Lenders. (g) . No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 9.6(b) of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 8.16.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities and those relating to Tranche A-1 Loans of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders (other than Domestic Tranche A-1 Lenders) shall purchase from the Canadian Lenders (other than Canadian Tranche A-1 Lenders) (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities and Tranche A-1 Loans relating to the Canadian Borrower and its Subsidiaries) so that each such Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities (other than those relating to Canadian Tranche A-1 Loans) and all other ObligationsObligations (other than those relating to Tranche A-1 Loans). (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than those relating to the Canadian Liabilities Liabilities, Tranche A-1 Loans, or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders (other than Canadian Tranche A-1 Lenders) shall purchase from the Domestic Lenders (other than Domestic Tranche A-1 Lenders) (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations (other than those relating to Tranche A-1 Loans) so that each such Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations (other than those relating to Tranche A-1 Loans) of the Domestic Borrowers and the Canadian Liabilities (other than those relating to Tranche A-1 Loans). (c) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Tranche A-1 Loans have not been repaid in full, then the Domestic Tranche A-1 Lenders shall purchase from the Canadian Tranche A-1 Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Tranche A-1 Loans so that each such Tranche A-1 Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Tranche A-1 Loans and all other Obligations relating to Tranche A-1 Loans. (d) Upon the earlier of Substantial Liquidation or the Determination Date, if all Domestic Tranche A-1 Loans have not been repaid in full, then the Canadian Tranche A-1 Lenders shall purchase from the Domestic Tranche A-1 Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations Domestic Tranche A-1 Loans so that each such Tranche A-1 Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated relating to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17.Tranche A-1

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities and the Foreign Liabilities incurred under the Canadian Borrowing Base have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders shall purchase from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than including the Foreign Liabilities but excluding those Obligations relating to the Canadian Liabilities or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 9.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 9.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 9.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 Section 9.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 10.06 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 9.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Canadian Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic other Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Canadian Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all UK Liabilities have not been repaid in full (other than the Other UK Liabilities), then the other Lenders shall purchase from the UK Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the UK Liabilities (other than the Other UK Liabilities) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding UK Liabilities and all other Obligations. (c) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities, UK Liabilities or the Other Domestic Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian other Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities and UK Liabilities. (cd) All purchases of Obligations under this SECTION 8.17 Section 8.15 shall be at par, for cash, with no premium, discount or reduction. (de) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 8.15, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (ef) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 8.15 and the purchase of Obligations or the Canadian Liabilities or UK Liabilities, as applicable, as provided herein. (fg) The obligations of each Lender under this SECTION 8.17 Section 8.15 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Credit Party may have at any time against any of the Lenders. (g) . No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 9.6(b) of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 8.15.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders shall purchase from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than those relating to the Canadian Liabilities or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 9.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 9.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 9.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 Section 9.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 10.06 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 9.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation (so long as the Canadian Commitments have been terminated) or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries)in, then the Domestic Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other ObligationsObligations (excluding Other Liabilities). (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities or the and excluding Other Liabilities of the Domestic BorrowersLiabilities) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations (excluding Other Liabilities) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations (excluding Other Liabilities) of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 9.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 9.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 9.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 Section 9.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 10.06 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 9.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders shall purchase from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than those relating to the Canadian Liabilities or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s 's obligations under this SECTION 8.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities and those relating to Term Loans of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders (other than Domestic Term Lenders) shall purchase from the Canadian Lenders (other than Canadian Term Lenders) (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities and Term Loans relating to the Canadian Borrower and its Subsidiaries) so that each such Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities (other than those relating to Canadian Term Loans) and all other ObligationsObligations (other than those relating to Term Loans). (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than those relating to the Canadian Liabilities Liabilities, Term Loans, or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders (other than Canadian Term Lenders) shall purchase from the Domestic Lenders (other than Domestic Term Lenders) (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations (other than those relating to Term Loans) so that each such Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations (other than 169 those relating to Term Loans) of the Domestic Borrowers and the Canadian Liabilities, (other than those relating to Term Loans). (c) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Term Loans have not been repaid in full, then the Domestic Term Lenders shall purchase from the Canadian Term Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Term Loans so that each such Term Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Term Loans and all other Obligations relating to Term Loans. (d) Upon the earlier of Substantial Liquidation or the Determination Date, if all Domestic Term Loans have not been repaid in full, then the Canadian Term Lenders shall purchase from the Domestic Term Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations Domestic Term Loans so that each such Term Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers relating to Term Loans and the Canadian LiabilitiesTerm Loans. (ce) All purchases of Obligations under this SECTION 8.17 shall be at par, for cash, with no premium, discount or reduction. (df) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (eg) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (fh) The obligations of each Lender under this SECTION 8.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (gi) No fees required to be paid on any assignment pursuant to SECTION 9.04 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities and the Foreign Liabilities incurred under the Canadian Borrowing Base have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders shall purchase from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than including the Foreign Liabilities but excluding those Obligations relating to the Canadian Liabilities or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 9.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender'’s obligations under this SECTION 8.17Section 9.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 9.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 Section 9.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 10.06 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 9.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Canadian Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic other Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Canadian Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all UK Liabilities have not been repaid in full (other than the Other UK Liabilities), then the other Lenders shall purchase from the UK Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the UK Liabilities (other than the Other UK Liabilities) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding UK Liabilities and all other Obligations. (c) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities, UK Liabilities or the Other Domestic Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian other Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities and UK Liabilities. (cd) All purchases of Obligations under this SECTION 8.17 Section 8.15 shall be at par, for cash, with no premium, discount or reduction. (de) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s 's obligations under this SECTION 8.17Section 8.15, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (ef) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 8.15 and the purchase of Obligations or the Canadian Liabilities or UK Liabilities, as applicable, as provided herein. (fg) The obligations of each Lender under this SECTION 8.17 Section 8.15 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Credit Party may have at any time against any of the Lenders. (g) . No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 9.6(b) of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 8.15.

Risk Participation. (a) Upon the earlier of Substantial Liquidation (so long as the Canadian Commitments have been terminated) or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries)in, then the Domestic Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities or the Other Liabilities of the Domestic BorrowersLiabilities) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 9.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 9.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 9.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 Section 9.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 10.06 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 9.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders shall purchase from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than those relating to the Canadian Liabilities or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 8.16 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 8.16, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 8.16 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 Section 8.16 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION Section 9.04 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 8.16.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its SubsidiariesLiabilities), then the Domestic other Lenders shall purchase from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than the Other Liabilities relating to the Canadian Borrower and its SubsidiariesLiabilities) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all German Liabilities have not been repaid in full (other than the Other German Liabilities), then the other Lenders shall purchase from the German Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the German Liabilities (other than the Other German Liabilities) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding German Liabilities and all other Obligations. (c) Upon the earlier of Substantial Liquidation or the Determination Date, if all UK Liabilities have not been repaid in full (other than the Other UK Liabilities), then the other Lenders shall purchase from the UK Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the UK Liabilities (other than the Other UK Liabilities) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding UK Liabilities and all other Obligations. (d) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers Borrower (other than those Obligations relating to the Canadian Liabilities, German Liabilities or UK Liabilities or the Other Liabilities of the Domestic BorrowersLiabilities) have not been repaid in full, then the Canadian other Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers Borrower and the Canadian Liabilities. (ce) All purchases of Obligations under this SECTION 8.17 Section 9.19 shall be at par, for cash, with no premium, discount or reduction. (df) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 9.19, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (eg) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 9.19 and the purchase of Obligations Obligations, the Canadian Liabilities, the German Liabilities or the Canadian UK Liabilities, as applicable, as provided herein. (fh) The obligations of each Lender under this SECTION 8.17 Section 9.19 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (gi) No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 10.06 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 9.19.

Risk Participation. (a) Upon the earlier of Substantial Liquidation (so long as the Canadian Commitments have been terminated) or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries)in, then the Domestic Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Revolving Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities or the Other Liabilities of the Domestic BorrowersLiabilities) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Revolving Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 9.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Revolving Lender shall be responsible for any default of any other Revolving Lender in respect of any other Revolving Lender’s obligations under this SECTION 8.17Section 9.17, nor shall the obligations of any Revolving Lender hereunder be increased as a result of such default of any other Revolving Lender. Each Revolving Lender shall be obligated to the extent provided herein regardless of the failure of any other Revolving Lender to fulfill its obligations hereunder. (e) Each Revolving Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 9.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Revolving Lender under this SECTION 8.17 Section 9.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Revolving Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 10.06 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 9.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic Lenders shall purchase from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than those relating to the Canadian Liabilities or the Other Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 8.18 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.178.18, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 8.18 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 8.18 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 of this Agreement shall be payable in connection with any assignment under this SECTION 8.178.18.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Canadian Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic other Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Canadian Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all UK Liabilities have not been repaid in full (other than the Other UK Liabilities), then the other Lenders shall purchase from the UK Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the UK Liabilities (other than the Other UK Liabilities) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding UK Liabilities and all other Obligations. (c) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities, UK Liabilities or the Other Domestic Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian other Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities and UK Liabilities. (cd) All purchases of Obligations under this SECTION 8.17 Section 8.15 shall be at par, for cash, with no premium, discount or reduction. (de) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 8.15, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder.. DB1/ 126870242.8 (ef) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 8.15 and the purchase of Obligations or the Canadian Liabilities or UK Liabilities, as applicable, as provided herein. (fg) The obligations of each Lender under this SECTION 8.17 Section 8.15 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Credit Party may have at any time against any of the Lenders. (g) . No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 9.6(b) of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 8.15.

Risk Participation. (a) Upon the earlier of Substantial Liquidation (so long as the Canadian Revolving Commitments have been terminated) or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Liabilities of the Canadian Borrower and its Subsidiaries)full, then the Domestic Revolving Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other ObligationsObligations (excluding the Term Loan and Other Liabilities). (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities or and excluding the Term Loan and Other Liabilities of the Domestic BorrowersLiabilities) have not been repaid in full, then the Canadian Lenders shall purchase from the Domestic Revolving Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations (excluding the Term Loan and Other Liabilities) so that each Revolving Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations (excluding the Term Loan and Other Liabilities) of the Domestic Borrowers and the Canadian Liabilities. (c) All purchases of Obligations under this SECTION 8.17 Section 9.17 shall be at par, for cash, with no premium, discount or reduction. (d) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 9.17, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 9.17 and the purchase of Obligations or the Canadian Liabilities, as applicable, as provided herein. (f) The obligations of each Lender under this SECTION 8.17 Section 9.17 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Party may have at any time against any of the Lenders. (g) No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 10.06 of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 9.17.

Risk Participation. (a) Upon the earlier of Substantial Liquidation or the Determination Date, if all Canadian Liabilities have not been repaid in full (other than the Other Canadian Liabilities of the Canadian Borrower and its Subsidiaries), then the Domestic other Lenders shall purchase (by way of a participation) from the Canadian Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the Canadian Liabilities (other than Other Canadian Liabilities relating to the Canadian Borrower and its Subsidiaries) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Canadian Liabilities and all other Obligations. (b) Upon the earlier of Substantial Liquidation or the Determination Date, if all UK Liabilities have not been repaid in full (other than the Other UK Liabilities), then the other Lenders shall purchase from the UK Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of the UK Liabilities (other than the Other UK Liabilities) so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding UK Liabilities and all other Obligations. (c) Upon the earlier of Substantial Liquidation or the Determination Date, if all Obligations of the Domestic Borrowers (other than excluding those Obligations relating to the Canadian Liabilities, UK Liabilities or the Other Domestic Liabilities of the Domestic Borrowers) have not been repaid in full, then the Canadian other Lenders shall purchase from the Domestic Lenders (on the date of Substantial Liquidation or the Determination Date, as applicable) such portion of such Obligations so that each Lender shall, after giving effect to any such purchases, hold its Liquidation Percentage of all outstanding Obligations of the Domestic Borrowers and the Canadian Liabilities and UK Liabilities.. DB1/ 126870242.9 160 (cd) All purchases of Obligations under this SECTION 8.17 Section 8.15 shall be at par, for cash, with no premium, discount or reduction. (de) No Lender shall be responsible for any default of any other Lender in respect of any other Lender’s obligations under this SECTION 8.17Section 8.15, nor shall the obligations of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (ef) Each Lender shall execute such instruments, documents and agreements and do such other actions as may be necessary or proper in order to carry out more fully the provisions and purposes of this SECTION 8.17 Section 8.15 and the purchase of Obligations or the Canadian Liabilities or UK Liabilities, as applicable, as provided herein. (fg) The obligations of each Lender under this SECTION 8.17 Section 8.15 are irrevocable and unconditional and shall not be subject to any qualification or exception whatsoever including, without limitation, lack of validity or enforceability of this Agreement or any of the Loan Documents or the existence of any claim, setoff, defense or other right which any Loan Credit Party may have at any time against any of the Lenders. (g) . No fees required to be paid on any assignment pursuant to SECTION 9.04 Section 9.6(b) of this Agreement shall be payable in connection with any assignment under this SECTION 8.17Section 8.15.